Riverside Strategic Capital Fund I v. CLG Investments, 2025 Tex. Bus. 33 (1st Div.) (mem. op.)

2025 Tex. Bus. 33
The Business Court of Texas,
1st Division
RIVERSIDE STRATEGIC CAPITAL
FUND I, L.P.; RSCF BLOCKER
TRUE HEALTH, LLC; and RSCF I-A
BLOCKER TRUE HEALTH, LLC,
Plaintiffs,
v.
CLG INVESTMENTS, LLC;
CHRISTOPHER
GROTTENTHALER; COVERT
INVESTMENT OPERATIONS, LLC;
TRUE HEALTH DIAGNOSTIC
MANAGEMENT LLC; L. RICHARD
COVERT; LCG VENTURES II, LLC;
FERNANDO DE LEON; TIMOTHY
TATROWICZ ALBA DURATA,
LLC; TOM D. WIPPMAN, in his
capacity as TRUSTEE OF THE TOM
D. WIPPMAN REVOCABLE
TRUST; MARK THOMAS SMITH;
ALEXANDRA NETTESHEIM;
KYLE NETTESHEIM; ROBERT J.
OSTERHOFF; RJ INVESTMENTS;
MATT MILBURN; MICHAEL A.
CLEMENTS; MICHAEL
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Cause No. 25-BC01B-0006
FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK
ENTERED
8/19/2025

MEMORANDUM O PINION, Page 2
OSTERHOFF; MELINDA L.
MILBURN; KAREN A. MILLER;
JACK NOVAK; EDWARD MCCAN;
DANIEL GROTTENTHALER;
ANITA GROTTENTHALER; DANA
M. HOVIND; CHRISTIAN
RICHARDS; CHRISTOPHER W.
KLING; in his capacity as TRUSTEE
OF CHRISTOPHER W. & MARISSA
M. KLING REV TRUST U/A/D
5/11/2012; KEVIN M. NELLIS;
CAROL A. NELLIS; BRUCE
ZIVIAN; RYAN NELLIS; and
ANCELMO E. LOPES, Defendants
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MEMORANDUM O PINION
═══════════════════════════════════════
[¶ 1] Defendants 	Tom 	Wippman, 	Mark 	Thomas 	Smith, 	Alexandra
Nettesheim, 	Kyle 	Nettesheim, 	Robert 	Osterhoff, 	RJ 	Investments, 	Matt
Milburn, 	Michael 	Clements, 	Michael 	Osterhoff, 	Karen 	Miller, 	Edward
McCann, Daniel Grottenthaler, Anita Grottenthaler, Christian Richards,
Christopher Kling, Kevin Nellis, Carol Nellis, Bruce Zivian, Ryan Nellis, and
Ancelmo E. Lopes1 filed a special appearance.
1 Referred to herein as “OSDs,” meaning out-of-state defendants.

MEMORANDUM O PINION, Page 3
[¶ 2] Having considered the special appearance, response, pleadings,
materials on file, and counsels’ arguments, the court concluded that it lacked
personal jurisdiction over those defendants, granted their special appearance,
and dismissed without prejudice the claims against them on July 17, 2025.
[¶ 3] The court concluded that the special appearance should be granted
because (i) plaintiffs failed to comply with the pleading requirements stated in
Kelly and (ii) there are no allegations or evidence that any Out-of-State
Defendant purposefully availed itself of Texas by contacting the forum and
those contacts gave rise to this suit. 	In other words, it is not enough that
defendants invested in a company that may have been headquartered in Texas
and that plaintiffs’ claims are premised on allegations that the company
violated healthcare laws in Texas (and elsewhere) where no alleged fraudulent
misrepresentation 	occurred 	in, 	was 	purposefully 	directed 	at, 	or 	was
communicated to individuals in Texas.
[¶ 4] Further, this action arises from 	plaintiffs’ investment in the
company (and alleged misrepresentations in the investment agreement), not
defendants’ 	investment. 	Plaintiffs’ 	investment 	agreement 	was 	with 	a
Delaware entity, was governed by Delaware law, and did not require any party
to perform any act in Texas. It is not alleged to have been negotiated in Texas

MEMORANDUM O PINION, Page 4
or 	particularly 	contemplate 	Texas 	as 	the 	nexus 	of 	activities. 	That
representations of the company’s compliance with healthcare laws may have
allegedly been untrue in Texas (and elsewhere) is a fortuitous contact with the
state because the company operated beyond Texas. 	Accordingly, these
defendants’ contacts with Texas are insufficient to support this court’s
personal jurisdiction over them in this action.
I. 	B ACKGROUND
A. Plaintiffs’ Allegations
[¶ 5] Plaintiffs Riverside Strategic Capital Fund I, L.P.; RSCF Blocker
True Health, LLC; and RSCF I-A Blocker True Health, LLC (Riverside) filed
this lawsuit against over thirty defendants in the 298th Judicial District Court
of Dallas County, Texas.2 A subset of defendants removed to this court.3
[¶ 6] Riverside alleges that it was defrauded in connection with an
initial $50 million investment in True Health Group LLC (THG) in 2017.4 As
part of its investment, Riverside entered into a Securities Purchase Agreement
(SPA) with defendants that contained representations concerning THG’s
2 See generally Plaintiffs’ Original Petition (Pet.).
3 See generally Defendants LCG Ventures, LLC, LCG Ventures II, LLC, and Leon Capital
Partners, LLC’s Notice of Removal.
4 Pet. ¶ 1.

MEMORANDUM O PINION, Page 5
compliance with “applicable Healthcare Laws.”5 Riverside alleges it later
learned that those representations were false, resulting in THG’s bankruptcy
and the loss of more than $84 million due to defendants’ fraud.6
B. Jurisdictional Facts
[¶ 7] The court considers allegations contained in Riverside’s petition
and related evidence submitted in response to the OSDs’ special appearance.
See Kelly v. General Interior Const., Inc., 301 S.W.3d 653, 658–59 (Tex. 2010).
The court does not consider allegations made outside the petition and only
considers additional evidence to the extent it supports or undermines the
petition’s allegations. Id.
[¶ 8] Below are the allegations and evidence material to this opinion.
The court considered every allegation contained within Riverside’s pleadings,
as well as all the evidence submitted by the parties on these issues framed by
the pleadings.
5 Pet. ¶ 1.
6 Pet. ¶s 3–6.

MEMORANDUM O PINION, Page 6
1. 	Plaintiffs’ Live Pleading
[¶ 9] Riverside’s petition is devoid of specific jurisdictional allegations
as to any OSD, alleging only that “[t]his Court has personal jurisdiction over
[the defendants] . . . pursuant to [the Texas Long-Arm Statute]” and that
defendants “engaged in business in Texas.”7
[¶ 10] Riverside 	later 	relied 	on 	allegations 	that 	True 	Health
Diagnostics, LLC (THD), THG’s predecessor, and THG itself had business
operations in Texas with Texas hospitals, and that defendants knew of THG’s
business in Texas when they chose to invest in the company.8
[¶ 11] Riverside also relied on allegations that defendants designated
CLG Investments, LLC as their agent and attorney-in-fact regarding to the
SPA.9 Riverside alleged that CLG is a Delaware limited liability company with
its principal place of business in Frisco, Texas and Christopher Grottenthaler
its managing member.10 Grottenthaler in turn was THG’s founder and CEO
7 Pet. ¶s 14–47, 49.
8 See, e.g., Pet. ¶ 57.
9 Pet. ¶ 64.
10 Pet. ¶s 14, 64.

MEMORANDUM O PINION, Page 7
and pled guilty in 2024 to criminal charges for conspiracy to violate certain
healthcare laws.11
[¶ 12] Finally, Riverside admitted that each OSD was the citizen of a
state other than Texas.12
2. 	Jurisdictional Evidence13
[¶ 13] As 	part 	of 	their 	special 	appearance, 	each 	OSD 	offered 	a
declaration that they were not a Texas citizen, did not reside in Texas when
the SPA was signed, and made his or her investment14 from their home states
11 Pet. ¶ 3.
12 Pet. ¶s 25 (Tom Wippman), 26 (Mark Thomas Smith), 27 (Alexandra Nettesheim), 28
(Kyle Nettesheim), 29 (Robert Osterhoff), 30 (RJ Investments), 31 (Matt Milburn), 32
(Michael Clements), 33 (Michael Osterhoff), 35 (Karen Miller), 37 (Edward McCann), 38
(Daniel Grottenthaler), 39 (Anita Grottenthaler), 41 (Christian Richards), 42 (Christopher
Kling), 43 (Kevin Nellis), 44 (Carol Nellis), 45 (Bruce Zivian), 46 (Ryan Nellis), and 47
(Ancelmo E. Lopes).
13 	The 	court 	draws 	the 	following 	from 	Defendants’ 	Special 	Appearance 	(Special
Appearance); 	Riverside’s 	Response 	to 	Special 	Appearances 	(Riverside’s 	Resp.);
Defendants’ 	Reply 	in 	Support 	of 	Special 	Appearance 	(Defs’ 	Reply); 	Riverside’s
Supplement 	to 	Response 	to 	Special 	Appearances 	(Riverside’s 	Suppl. 	Resp.); 	and
Defendants’ Response to Plaintiffs’ Supplement on Defendants’ Special Appearance (Defs’
Suppl. Resp.).
14 The defendants were likely referring to their investment in THG, not THD, as stated in
the declarations. See Special Appearance at Ex. A. The SPA and various LLC agreements
at issue all relate to the parties’ investment in THG. See, e.g., Riverside’s Resp. at Ex. A-1
(THG LLC Agreement), A-13 Jan. 26, 2017, Amended THG LLC Agreement; Defs’ Suppl.
Resp. at Ex. 1 (SPA).

MEMORANDUM O PINION, Page 8
(not Texas).15 Additionally, every OSD besides Carol Nellis, Christian
Richards, and Michael Osterhoff affirmed that they did not conduct business
in Texas during 2017.16
[¶ 14] Riverside responded by providing THG’s company agreements
and materials from a previous litigation filed by THG’s bankruptcy trustee,
Willow Tree Consulting Grp., LLC v. Grottenthaler, No. DC-21-01060 (Dallas
County Dist. Ct. Jan. 25, 2021) (Trustee Litigation).
[¶ 15] Following jurisdictional discovery, Riverside provided deposition
transcripts for each OSD.17 Riverside summarized this testimony as follows:
(i) all but one defendant admitted that they signed a 2017 LLC Agreement
regarding THG’s recapitalization; (ii) all but three admitted they knew THG
had 	business 	in 	Texas; 	and 	(iii) 	Michael 	Osterhoff, 	Carol 	Nellis, 	Tom
Wippman, and Christian Richards had additional contacts with Texas in
connection with THG (discussed in more detail below).18
15 See generally Exhibit A to Special Appearance.
16 See generally Exhibit A to Special Appearance.
17 See generally Appendix to Riverside’s Suppl. Resp.
18 Riverside’s Suppl. Resp. at 16–17.

MEMORANDUM O PINION, Page 9
[¶ 16] Finally, defendants provided the SPA and a declaration from
Christian Richards stating they moved to Virginia in January 2016 and worked
at the THG headquarters in Virginia after that time.19
C. Parties’ Arguments
[¶ 17] Riverside’s 	arguments 	essentially 	are 	that 	each 	OSD
(i) knowingly invested in an entity 	(THG) 	with 	substantial Texas-based
business activities; (ii) designated CLG Investments, LLC as their agent in
connection with the SPA; (iii) consented to jurisdiction in Texas by signing the
THG 	LLC 	Agreement 	in 	connection 	with 	the 	2017 	recapitalization;
(iv) waived their objection to personal jurisdiction by appearing generally in
the Trustee Litigation in Texas; and (v) four OSDs had additional Texas
contacts related to their work with THG.
[¶ 18] The court concludes that (i), (ii), and (v) are rooted in an analysis
of the minimum contacts of the OSDs with Texas and their connection to this
lawsuit (i.e., specific jurisdiction) whereas (iii) and (iv) are not based on OSDs’
pre-suit contacts. The court’s analysis below follows this division.
19 Def’s Suppl. Resp. at Exs. 1 & 3.

MEMORANDUM O PINION, Page 10
[¶ 19] OSDs argued that the petition failed to allege sufficient facts
establishing jurisdiction over any OSD, and that under Kelly and Steward
Health the court cannot consider factual allegations outside the pleadings.20
They disputed that any of Riverside’s arguments made jurisdiction proper in
this case.21 Accordingly, OSDs needed to prove only that they were non-
residents, which they did.22
[¶ 20] The court agrees with OSDs.
II. 	APPLICABLE LAW
A. Special Appearances
[¶ 21] “[P]ersonal jurisdiction is a ʻwaivable right’ and [a defendant]
may give ʻexpress or implied consent to the personal jurisdiction of the
court.’” 	RSR Corp. v. Siegmund, 309 S.W.3d 686, 704 (Tex. App.—Dallas
2010, no pet.). “To the extent a party has consented to jurisdiction in a
particular forum, the trial court’s exercise of personal jurisdiction over it does
not violate due process even in the absence of contacts with Texas.” Id.
20 Defs’ Resp. at 3–4.
21 See generally Defs’ Resp. & Defs’ Suppl. Resp.
22 Special Appearance at 4.

MEMORANDUM O PINION, Page 11
[¶ 22] Rule 	of 	Civil 	Procedure 	120a 	governs 	special appearances.
TEX . R. CIV. P. 120a(1). 	A party availing itself of Rule 120a must strictly
comply with its terms because failure to do so results in waiver. 	PetroSaudi
Oil Servs. Ltd. v. Hartley, 617 S.W.3d 116, 136 (Tex. App.—Houston [1st Dist.]
2020, no pet.).
[¶ 23] A party waives its special appearance when it (i) invokes the
court’s 	judgment 	on 	any 	question 	other 	than 	the 	court’s 	jurisdiction;
(ii) recognizes by its acts that an action is properly pending against it; or
(iii) seeks affirmative action from the court. 	Exito Elecs. Co. v. Trejo,
142 S.W.3d 302, 304 (Tex. 2004) (per curiam) (citing Dawson-Austin v.
Austin, 968 S.W.2d 319, 322 (Tex. 1998)). 	But a party does not waive its
jurisdictional challenge by seeking affirmative relief consistent with the
special appearance. Nationwide Distrib. Servs., Inc. v. Jones, 496 S.W.3d 221,
225 (Tex. App.—Houston [1st Dist.] 2016, no pet.).
B. In Personam Jurisdiction
[¶ 24] A nonresident defendant is subject to personal jurisdiction in
Texas if (i) the Texas long-arm statute authorizes the exercise of jurisdiction
and 	(ii) 	the 	exercise 	of 	jurisdiction 	does 	not 	violate 	federal 	or 	state
constitutional due process guarantees. Kelly, 301 S.W.3d at 657.

MEMORANDUM O PINION, Page 12
[¶ 25] The long-arm statute permits courts to exercise jurisdiction over
a defendant who “does business in this state,” which the Legislature defines
to include a nonresident defendant who “commits a tort in whole or in part in
this state.” LG Chem Am., Inc. v. Morgan, 670 S.W.3d 341, 346 (Tex. 2023)
(quoting TEX . CIV. PRAC . & REM. CODE § 17.042(2)).
[¶ 26] The 	statute’s 	broad 	“doing 	business” 	language 	(that 	is,
committing a tort in whole or in part in Texas) allows the trial court’s
jurisdiction to “reach as far as the federal constitutional requirements of due
process will allow.” 	Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569,
575 (Tex. 2007) (quoting Guardian Royal Exch. Assurance, Ltd. v. English
China Clays, P.L.C., 815 S.W.2d 223, 226 (Tex. 1991)).
[¶ 27] Therefore, courts need “only analyze whether [the defendant]’s
acts would bring [the defendant] within Texas’ jurisdiction consistent with
constitutional due process requirements.” Retamco Operating, Inc. v. Republic
Drilling Co., 278 S.W.3d 333, 337 (Tex. 2009).
[¶ 28] A state’s exercise of jurisdiction comports with federal due
process if (i) the nonresident defendant has “minimum contacts” with the
state and (ii) the exercise of jurisdiction “does not offend traditional notions
of fair play and substantial justice.” 	M&F Worldwide Corp. v. Pepsi-Cola

MEMORANDUM O PINION, Page 13
Metro. Bottling Co., Inc., 512 S.W.3d 878, 885 (Tex. 2017) (quoting Walden v.
Fiore, 571 U.S. 277, 283 (2014)).
1. 	Minimum Contacts
[¶ 29] A defendant establishes minimum contacts with a state when it
“purposefully avails itself of the privilege of conducting activities within the
forum state, thus invoking the benefits and protections of its laws.” Retamco,
278 S.W.3d at 338.
[¶ 30] Courts consider three issues in determining whether a defendant
purposefully availed itself of the privilege of conducting activities in Texas:
First, only the defendant’s contacts with the forum are relevant,
not the unilateral activity of another party or a third person.
Second, the contacts relied upon must be purposeful rather than
random, fortuitous, or attenuated. 	. . . 	Finally, the defendant
must seek some benefit, advantage or profit by availing itself of
the jurisdiction.
Id. at 339 (quoting Moki Mac, 221 S.W.3d at 575); Michiana Easy Livin’
Country, Inc. v. Holten, 168 S.W.3d 777, 785 (Tex. 2005).
[¶ 31] The minimum-contacts analysis focuses on the “quality and
nature of the defendant’s contacts,” not quantity. 	Retamco , 278 S.W.3d at
339.

MEMORANDUM O PINION, Page 14
[¶ 32] “The defendant’s activities, whether they consist of direct acts
within Texas or conduct outside Texas, must justify a conclusion that the
defendant could reasonably anticipate being called into a Texas court.” Id. at
338 (quoting Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801,
806 (Tex. 2002)).
a. General Personal Jurisdiction
[¶ 33] A court has general jurisdiction over a nonresident defendant
whose “affiliations with the State are so ʻcontinuous and systematic’ as to
render [it] essentially at home in the forum State.” 	TV Azteca v. Ruiz, 490
S.W.3d 29, 37 (Tex. 2016) (alteration in original) (quoting 	Daimler v.
Bauman, 571 U.S. 117, 127 (2014)). This test requires “substantial activities
within the forum” and presents “a more demanding minimum contacts
analysis than for specific jurisdiction.” 	BMC Software Belgium, N.V. v.
Marchand, 83 S.W.3d 789, 797 (Tex. 2002). 	When a court has general
jurisdiction over a nonresident, it may exercise jurisdiction “even if the cause
of action did not arise from activities performed in the forum state.” Spir Star
AG v. Kimich, 310 S.W.3d 868, 872 (Tex. 2010).

MEMORANDUM O PINION, Page 15
b. Specific Personal Jurisdiction
[¶ 34] Specific 	jurisdiction 	requires 	that 	“(1) 	the 	defendant
purposefully avails itself of conducting activities in the forum state, and
(2) the cause of action arises from or is related to those contacts or activities.”
Retamco, 278 S.W.3d at 338 (buying Texas real estate) (citing Burger King
Corp. v. Rudzewicz, 471 U.S. 462, 472 (1985)). “The ʻarise from or relate to’
requirement lies at the heart of specific jurisdiction by defining the required
nexus between the nonresident defendant, the litigation, and the forum.” Moki
Mac, 221 S.W.3d at 579; Guardian Royal, 815 S.W.2d at 228 (specific
jurisdiction focuses on “the relationship among the defendant, the forum and
the litigation”).
[¶ 35] For a nonresident defendant’s forum contacts to support an
exercise of specific jurisdiction, “there must be a substantial connection
between those contacts and the operative facts of the litigation.” 	Moki Mac,
221 S.W.3d at 585. The “operative facts” of a litigation are those that “will
be the focus of the trial” and “will consume most if not all of the litigation’s
attention.” Id. at 585.
[¶ 36] Specific jurisdiction requires courts to analyze jurisdictional
contacts on a claim-by-claim basis. 	Moncrief Oil Int’l Inc. v. OAO Gazprom,

MEMORANDUM O PINION, Page 16
414 S.W.3d 142, 150 (Tex. 2013); see also Seiferth v. Helicopteros Atuneros,
Inc., 472 F.3d 266, 274–75 (5th Cir. 2006) (“If a defendant does not have
enough contacts to justify the exercise of general jurisdiction, the Due Process
Clause prohibits the exercise of jurisdiction over any claim that does not arise
out of or result from the defendant’s forum contacts.”). But a court need not
assess contacts on a claim-by-claim basis if all claims arise from the same
forum contact. Moncrief, 414 S.W.3d at 150–51.
2. 	Fair Play and Substantial Justice
[¶ 37] If the minimum contacts requirements are met, it is “rare” for
exercising personal jurisdiction to not comply with fair play and substantial
justice. 	Retamco, 278 S.W.3d at 341. 	Nonetheless, courts still consider
factors to ensure that exercising jurisdiction does not offend traditional
notions of fair play and substantial justice:
(1) the burden on the defendant; (2) the interests of the forum
state in adjudicating the dispute; (3) the plaintiff’s interest in
obtaining convenient and effective relief; (4) the interstate
judicial 	system’s 	interest 	in 	obtaining 	the 	most 	efficient
resolution of controversies; and (5) the shared interest of the
several 	States 	in furthering 	fundamental 	substantive 	social
policies.
Id. (citing Burger King, 471 U.S. at 477–78).

MEMORANDUM O PINION, Page 17
3. 	The Parties’ Burdens
[¶ 38] The 	plaintiff 	“bears 	the 	initial 	burden 	to 	plead 	sufficient
allegations to bring the nonresident defendant within the reach of Texas’s
long-arm statute.” 	Kelly, 301 S.W.3d at 658. 	If the plaintiff fails to plead
facts bringing the defendant within reach of the long-arm statute, to negate
jurisdiction the defendant need only prove that it does not live in Texas. Id. at
658–59. “Once the plaintiff has pleaded sufficient jurisdictional allegations,
the defendant filing a special appearance bears the burden to negate all bases
of personal jurisdiction alleged by the plaintiff.” Id. at 658.
[¶ 39] “Because the plaintiff defines the scope and nature of the
lawsuit, the defendant’s corresponding burden to negate jurisdiction is tied to
the allegations in the plaintiff’s pleading.” 	Id. 	Defendant can negate
jurisdiction on either a factual or legal basis. Id. at 659.
[¶ 40] Factually, a defendant can present evidence that it has no
contacts with Texas, effectively disproving the plaintiff’s allegations. Id. The
plaintiff must then respond with its own evidence that affirms its allegations
or else risk dismissal. Id. However, the court considers “additional evidence,”
including, “stipulations made by and between the parties, such affidavits and
attachments as may be filed by the parties, the results of discovery processes,

MEMORANDUM O PINION, Page 18
and any oral testimony,” to the extent it supports or undermines the pleadings’
allegations. 	Id. at 658 n.4 (citing TEX. R. CIV. P. 120a(3)). 	If the plaintiff’s
evidence is not within the scope of the pleadings’ factual allegations, the
plaintiff should amend the pleadings for consistency. 	Id. at 659 n.6; see also
Steward Health Care Sys. LLC v. Saidara, 633 S.W.3d 120, 129 (Tex. App.—
Dallas 2021, no pet.) (en banc).
[¶ 41] The defendant can show that even if the plaintiff’s alleged facts
are true, the evidence is legally insufficient to establish jurisdiction either
(i) because the defendant’s contacts with Texas fall short of purposeful
availment (including that the claims do not arise from the contacts) or (ii) that
traditional notions of fair play and substantial justice are offended by the
exercise of jurisdiction. Id. at 659.
III. 	D ISCUSSION
A. Kelly and Steward Health Care
[¶ 42] As a preliminary matter, the court concludes that plaintiffs’
failure to plead specific, non-conclusory jurisdictional allegations for any OSD
is an independent reason to grant the special appearance.
[¶ 43] As 	discussed 	at 	¶s 	9–12, 	Riverside’s 	live 	pleading’s 	only
jurisdictional allegations are that “[t]his Court has personal jurisdiction over

MEMORANDUM O PINION, Page 19
[the defendants] . . . pursuant to [the Texas Long-Arm Statute]” and that
defendants “engaged in business in Texas.”23
[¶ 44] 	These allegations are conclusory and 	“insufficient to meet
[Riverside’s] burden of establishing jurisdiction” over any OSD. PermiaCare
v. L.R.H., 600 S.W.3d 431, 444 (Tex. App.—El Paso 2020, no pet.) (citing
State v. Lueck, 290 S.W.3d 876, 884–85 (Tex. 2009)). Instead, Riverside had
to allege specific facts that, if true, would affirmatively demonstrate the
court’s jurisdiction over defendants. Id.
[¶ 45] Riverside’s 	arguments 	and 	evidence 	opposing 	the 	special
appearance do not save it. The court considers only allegations in plaintiffs’
petition—not allegations made in its response—and considers additional
evidence only to the extent it supports or undermines those allegations. Kelly,
301 S.W.3d at 658–59; see also id. 658 n.4. As the Dallas Court of Appeals
explained in Steward Health:
Thus, according to Kelly, the allegations on which the plaintiff
bases the exercise of jurisdiction over the defendant must be in
the petition. 	The plaintiff’s response to the special appearance
may contain evidence supporting the petition’s jurisdictional
allegations, but that evidence must be consistent with the
allegations in the petition.
23 Pet. ¶s 14–47, 49.

MEMORANDUM O PINION, Page 20
633 S.W.3d at 129.
[¶ 46] “When the pleading is wholly devoid of jurisdictional facts, the
plaintiff 	should 	amend 	the 	pleading 	to 	include 	the 	necessary 	factual
allegations, . . . thereby allowing jurisdiction to be decided based on evidence
rather than allegations, as it should be.” Kelly, 301 S.W.3d at 659.
[¶ 47] Because Riverside never amended its pleading, the evidence
submitted in its oppositions does not relate to any non-conclusory allegations
in its pleading. 	Accordingly, the court need not consider the allegations or
evidence submitted with its briefing. 	Kelly, 301 S.W.3d at 659 n.6 (“If the
plaintiff’s evidence does not fall within the scope of the factual allegations in
the pleading, then the plaintiff should amend the pleading for consistency”);
Steward Health, 633 S.W.3d at 129 (same).
[¶ 48] Furthermore, Lobell, which Riverside extensively relied on in its
briefing, says the same. See Lobell v. Cap. Transp., LLC, 2015 WL 9436255,
at *4 (Tex. App.—Austin Dec. 15, 2015, no pet.) (“. . . though this additional
evidence merely supports or undermines allegations in pleadings.” (emphasis
added)).

MEMORANDUM O PINION, Page 21
[¶ 49] Riverside was alerted to this issue in the OSDs’ reply brief.24 Yet,
Riverside ignored defendants’ argument.25
[¶ 50] Therefore, because Riverside did not plead facts or present proper
evidence sufficient to bring the OSDs within the court’s jurisdiction (under the
long-arm statute or based on due process), those defendants needed to show
only that they were not residents of Texas. Kelly, 301 S.W.3d at 658–59. They
did so.26
[¶ 51] Alternatively, even if the court were to consider the additional
allegations and evidence, they fail to demonstrate that any OSD had sufficient
minimum contacts with Texas to establish the court’s jurisdiction.
B. Riverside’s Contacts-Based Arguments
[¶ 52] Riverside did not argue or allege general jurisdiction applies
here.27 Accordingly, the court reasonably construes Riverside to argue that
the OSDs are subject to specific jurisdiction because each (i) invested in a
24 Defs’ Reply at 3–4 (citing both Kelly and Steward Health).
25 Riverside’s Suppl. Resp. at 6 n.1 (acknowledging that both cases say the court can
consider evidence attached to the opposition but ignoring Steward’s holding that the
evidence must comport with the allegations in the petition).
26 See, e.g., Special Appearance at Ex. A.
27 See generally Riverside’s Resp. & Riverside’s Suppl. Resp.

MEMORANDUM O PINION, Page 22
Texas-headquartered organization with substantial business operations in the
state and (ii) designated CLG Investment, LLC as their agent in connection
with the SPA.28
[¶ 53] Plaintiffs further argue that four OSDs have additional Texas
contacts to support the court’s jurisdiction.29
[¶ 54] The court rejects these arguments:
1. 	All OSDs
a. Argument One: OSDs knowingly invested in a Texas-based
enterprise
[¶ 55] The court begins by clarifying its understanding of Riverside’s
argument. 	Riverside’s initial response argued that the OSDs had minimum
contacts with Texas because each (i) “knowingly invested in and sought to
profit 	from 	True Health—a 	company 	headquartered 	in 	Texas and 	with
substantial operations in the state” and (ii) signed a separate LLC agreement
that required disputes be resolved in Texas.30 Riverside’s supplemental
28 Riverside’s Resp. 9–14, 20–23; Riverside’s Suppl. Resp. at 4–5, 18.
29 Riverside’s Resp. 23–26; Riverside’s Suppl. Resp. at 14–16.
30 Riverside Resp. at 20–21.

MEMORANDUM O PINION, Page 23
response argued that these facts mean defendants “consented” to jurisdiction
in Texas. 31
[¶ 56] The court reasonably construes the former to be a contacts-
based, specific jurisdictional argument and the latter to be a true consent-
based, venue provision argument. 	The court addresses the consent/LLC
agreement argument later in this opinion.
[¶ 57] Riverside cites the Austin Court of Appeals decision of Lobell and
the landmark supreme court Retamco case for the proposition that the OSDs
knew they were creating “continuing relationships with and obligations to
Texas citizens” by choosing to invest in a company headquartered in Texas32
and with Texas-based operations, and therefore they have sufficient minimum
contacts with Texas.33 Lobell, 2015 WL 9436255, at *6; see also Retamco, 278
S.W.3d at 339.
[¶ 58] In Retamco, the plaintiff alleged that the non-resident defendant
violated the Texas Uniform Fraudulent Transfer Act (TUFTA) by acting as the
31 Riverside Suppl. Resp. at 18–21.
32 There appears to be a dispute whether THG or THD were headquartered in Texas in 2017
when the SPA was signed. Compare Riverside Suppl. Resp. at 4–5, 11–16 with Defs’ Suppl.
Resp. at 3. The distinction is not material to the court’s decision.
33 See Riverside Resp. at 22–23, 25–26; Riverside Suppl. Resp. at 18–19.

MEMORANDUM O PINION, Page 24
transferee of Texas oil and gas interests. 278 S.W.3d at 335. Because oil and
gas interests were real property interests, the supreme court held that the
defendants’ 	Texas 	contacts were purposeful, not random, fortuitous, or
attenuated. 	Id. at 339. 	Accordingly, the fraudulent transfer claims related
directly to the alleged contacts—defendants’ receipt of Texas oil and gas
interests.
[¶ 59] Likewise, the Lobell plaintiff “alleg[ed] breach of partnership
agreement and various tort claims” when a partnership fell apart. 	2015 WL
9436255, at *2 (emphasis added). The plaintiff further alleged and provided
evidence that “the heart of the operations” of said partnership would be in
Texas. 	Id. at *5. 	Accordingly, the court held that “the record reflects that
Lobell ʻmost certainly knew that he was affiliating himself with’ a business
based in Texas when he created continuing relationships with and obligations
to Texas citizens Denton and Baker and that the alleged partnership had a
substantial connection with Texas.” Id. at *6 (citing Burger King, 471 U.S. at
473). 	Again, the claims—breach of partnership agreement—related directly
to the contacts that the court found created a substantial connection with
Texas (i.e., the Texas partnership).

MEMORANDUM O PINION, Page 25
[¶ 60] This case is different because it does not arise out of OSDs’
investment in THG. Instead, Riverside’s claims arise out of their investment
in THG and alleged fraud in the SPA. Thus, there is no substantial connection
between these contacts (defendants’ investment in THG) and the operative
facts of this litigation. 	See Moki Mac, 221 S.W.3d at 585; see also id. at 579
(“[F]or 	specific-jurisdiction 	purposes, 	purposeful 	availment 	has 	no
jurisdictional relevance unless the defendant’s liability arises from or relates to
the forum contacts.” (emphasis added)).
[¶ 61] Further, there is no evidence that (i) any OSD had direct contact
with any plaintiff in Texas or otherwise, (ii) any OSD was in Texas when they
signed the SPA, or (iii) that the SPA required any party to perform in Texas.
[¶ 62] Finally, regardless of whether THG was headquartered in Texas,
that fact does not support the court’s jurisdiction over its investors because it
is not an operative fact of Riverside’s claims and THG’s contacts cannot be
imputed against its individual owners. See Nikolai v. Strate, 922 S.W.2d 229,
241 (Tex. App.—Fort Worth 1996, writ denied) (“Texas law is clear that a
business’s contacts may not be imputed to its personnel to establish personal
jurisdiction over them.”); Siskind v. Villa Found. for Educ., Inc., 642 S.W.2d
434, 437–38 (Tex. 1982) (“it is the contacts of the defendant himself that are

MEMORANDUM O PINION, Page 26
determinative”). 	In other words, 	THG could have been headquartered
anywhere and the result would be the same (i.e., it is fortuitous).
[¶ 63] Accordingly, because whether the OSDs invested in a Texas-
headquartered entity is not an operative fact of this litigation, Riverside’s first
contacts-based argument fails to demonstrate that this court has jurisdiction
over those defendants.
b. Argument Two: OSDs authorized CLG Investments, LLC to act
as its agent during the SPA process
[¶ 64] Riverside argues that CLG Investments, LLC was the agent and
attorney-in-fact for the OSDs in connection with the SPA and that it was
managed by Christopher Grottenthaler.34 Accordingly, it argues CLG’s
“jurisdictional contacts with respect to the SPA are therefore imputed to the
Specially Appearing Defendants.”35 The petition further states that CLG is a
Delaware LLC with its principal place of business in Frisco, Texas.36
34 Riverside Resp. at 14, 21; see also Pet. ¶s 64, 86.
35 Riverside Resp. at 22. 	Riverside states in its briefing that “[e]ach of the Specially
Appearing Defendants made affirmative representations about True Health’s Texas-based
business in order to induce plaintiffs to invest in the company, which allowed defendants
to obtain millions of dollars in distributions.” 	Riverside Resp. at 21. 	There are no
allegations or evidence anywhere in the record to support this statement that the court is
aware of. 	The court assumes Riverside means by designating CLG as its agent, alleged
misrepresentations in the SPA made by CLG/Grottenthaler can be imputed to the OSDs.
36 Pet. ¶s 14.

MEMORANDUM O PINION, Page 27
[¶ 65] The court rejects those arguments for two reasons.
[¶ 66] First, regardless of whether CLG was OSDs’ agent, where it
resides (its principal place of business) is irrelevant in a specific-jurisdictional
inquiry concerning OSDs. See Siskind, 642 S.W.2d at 437–38.
[¶ 67] Second, the court agrees with OSDs that Riverside has made no
allegation or presented evidence that CLG took any action in Texas on behalf
of defendants connected to OSDs’ alleged misrepresentations.37 Accordingly,
there are no contacts upon which the court can find specific jurisdiction.
[¶ 68] In requesting time to take jurisdictional discovery, Riverside
stated that relevant discovery would include “the actions taken by CLG
Investments in Texas as agent for defendants under the SPA.”38 However,
Riverside presented no evidence in its supplemental response showing any
action CLG took in Texas or any misrepresentations made there.39 Neither did
Riverside provide any evidence related to Christopher Grottenthaler’ actions
in Texas CLG’s manager.40
37 See Defs’ Reply at 7.
38 Riverside Resp. at 31.
39 See generally Riverside’s Supp. Resp.
40 See generally Riverside’s Supp. Resp.

MEMORANDUM O PINION, Page 28
[¶ 69] Accordingly, Riverside’s second contacts-based argument fails
to demonstrate that this court has jurisdiction over the OSDs.
2. 	Nellis, Osterhoff, Richards, and Wippman
[¶ 70] Plaintiffs argue that “four of the [OSDs] admitted to performing
work for True Health, traveling to Texas in order to conduct 	True Health
business, and conducting True Health business directed towards Texas.”41
Michael Osterhoff
[¶ 71] Michael Osterhoff was general counsel for THG and admitted to
(i) travelling to Texas for THG, (ii) giving the company legal advice regarding
healthcare regulations, and (iii) reviewing a specific contract with a Texas
rural hospital that relates to claims in the petition.42
[¶ 72] OSDs responded with evidence that Osterhoff’s office in 2017
was at THG’s headquarters in Virginia and he did not provide any legal
41 Riverside’s Suppl. Resp. at 7–8; see also id. at 14–16. Riverside also summarily stated
that 	Daniel 	and 	Anita 	Grottenthaler 	“[v]isited 	True 	Health 	Texas 	[c]orporate
[h]eadquarters.” Riverside’s Suppl. Resp. at 17. However, Riverside did not attempt to tie
those visits to the operative facts of this litigation, and the court concludes they do not
demonstrate personal jurisdiction.
42 Riverside Resp. at 11; Riverside Suppl. Resp. at 14–15.

MEMORANDUM O PINION, Page 29
services in connection with the SPA.43 Riverside provided no controverting
evidence.
Carol Nellis
[¶ 73] Carol Nellis was True Health’s Vice President of National Sales
and Marketing and then a Regional Vice President of Sales and (i) admitted to
traveling weekly to Texas for over a year for THG and (ii) communicating with
physicians in Texas.44
[¶ 74] OSDs responded with evidence that Nellis traveled to Texas on a
weekly basis for THG only in 2014 and 2015 and that her travel stopped once
the THG headquarters moved to Virginia.45 Further, she was not involved
with the SPA.46 Riverside provided no controverting evidence.
Tom D. Wippman
[¶ 75] Tom Wippman was a THG director and a member of the board’s
compliance subcommittee, and he admitted to attending THG board meetings
in Texas.47
43 Defs’ Suppl. Resp. at 8.
44 Riverside Resp. at 12–13; Riverside Suppl. Resp. at 15.
45 Defs’ Suppl. Resp. at 7.
46 Defs’ Suppl. Resp. at 7–8.
47 Riverside Resp. at 13; Riverside Suppl. Resp. at 15.

MEMORANDUM O PINION, Page 30
[¶ 76] However, Wippman 	provided 	evidence 	that he 	served as a
director in his personal capacity, but he is present in this lawsuit in his
capacity as trustee of the Tom D. Wippman Trust.48 Accordingly, OSDs argue
that there is no evidence Wippman had any connection to Texas as trustee of
the trust.49 The court agrees.
Christian Richards
[¶ 77] Christian Richards was THG’s CFO and lived in Texas in 2015
while working for THG.50
[¶ 78] OSDs presented a declaration from Richards testifying that he
moved 	to 	Virginia 	in 	January 	2016 	when 	THG 	moved 	its 	corporate
headquarters and argued that he had no contacts relevant to the alleged
fraudulent statements in the SPA.51
* * * * *
[¶ 79] The court concludes that none of Osterhoff, Nellis, Wippman, or
Christian was a Texas resident when the alleged fraud occurred with the SPA
48 Riverside’s Suppl. Resp. at Ex. D at 4:23–5:5.
49 Defs’ Suppl. Resp. at 9.
50 Riverside Resp. at 11–12; Riverside Suppl. Resp. at 16.
51 Defs’ Suppl. Resp. at Ex. 3; Defs’ Suppl. Resp. at 7.

MEMORANDUM O PINION, Page 31
signing, came to Texas in connection with the SPA, or made personal
misrepresentations concerning the SPA (directed at Texas or otherwise).
[¶ 80] The court further concludes that none of Osterhoff, Nellis,
Wippman, 	or 	Christian’s 	contacts 	with 	Texas 	described 	above 	have 	a
substantial connection to Riverside’s claims concerning fraud in the SPA.
Even 	Osterhoff 	is 	not 	alleged 	or 	shown 	to 	have 	made 	any 	personal
representations to Riverside, and Riverside has not shown that he had an
independent duty to report wrongdoings to Riverside regarding the SPA.
[¶ 81] Accordingly, 	Riverside 	has 	not 	demonstrated 	personal
jurisdiction over Osterhoff, Nellis, Wippman, or Christian.
* * * * *
[¶ 82] Therefore, the court concludes that none of the OSDs have
minimum contacts with Texas such that the exercise of jurisdiction comports
with due process. Moki Mac, 221 S.W.3d at 575.
C. Riverside’s Non-Contacts-Based Arguments
[¶ 83] Riverside presents two non-contacts-based arguments: (i) the
OSDs consented to jurisdiction in Texas in connection with the 2017 THG

MEMORANDUM O PINION, Page 32
LLC Agreement and (ii) most of the OSDs waived personal jurisdiction in
Texas by appearing generally in the Trustee Lawsuit.52
[¶ 84] The court rejects these arguments:
1. 	Forum-Selection Clause
[¶ 85] The same day that the SPA was executed the OSDs executed the
2017 THG LLC Agreement, which contained the following “Consent to
Jurisdiction” provision:53
Each of the parties hereto irrevocably agrees that any legal action
or proceeding with respect to this Agreement and the rights and
obligations arising hereunder . . . shall be brought and determined
exclusively in the Federal or State Courts located in Dallas,
Texas[.] 	. . . 	Each of the parties hereto hereby irrevocably
submits with regard to any such action or proceeding . . . generally
and unconditionally, to the personal jurisdiction of the aforesaid
courts[.] 	. . . 	Each of the parties hereto hereby irrevocably
waives, and agrees not to assert, by way of motion, as a defense,
counterclaim or otherwise, in any action or proceeding with
respect to this Agreement and the rights and obligations hereunder
. . . any claim that it or its property is exempt or immune from
jurisdiction of any such court.54
52 Riverside’s Resp. at 10, 15–18, 21, 28–30; Riverside’s Suppl. Resp. at 19–23.
53 Riverside Resp. at 10, 21; Riverside Suppl. Resp. at 19–20.
54 Riverside Resp. at Ex. A-13, § 10.5(a) (App. 411) (emphasis added).

MEMORANDUM O PINION, Page 33
[¶ 86] Riverside 	argues 	this 	clause 	amounted 	to 	a 	“consent” 	of
jurisdiction in Texas generally as well as for claims arising out of the 2017
recapitalization of THG.55 The court rejects that argument for several reasons.
[¶ 87] For starters, Riverside’s reproduction of the provision excluded
the emphasized portions above.56 Including these phrases shows that this
provision reaches only claims arising under the 2017 THG LLC Agreement.
[¶ 88] This case does not arise out of the 2017 THG LLC Agreement.
All the alleged misrepresentations that Riverside sues on were made in the
SPA.57 In 	fact, 	Riverside’s 	petition 	does 	not 	mention 	the 	THG 	LLC
Agreement.58
[¶ 89] Furthermore, 	Riverside’s 	argument 	that 	the 	THG 	LLC
Agreement’s mandatory venue provision applies to any claim relating to the
“recapitalization” of THG is contradicted by the 	SPA’s 	separate venue
provision. The SPA states:
Each party to this agreement hereby irrevocably agrees that any
legal action or proceeding arising out of or relating to this
agreement . . . may be brought in the courts of the State of
55 Riverside Suppl. Resp. at 19–20.
56 Compare Riverside Suppl. Resp. at 20 with Riverside Resp. at App. 411.
57 See generally Pet.
58 See generally Pet.

MEMORANDUM O PINION, Page 34
Delaware or of the United States of America for the District of
De	laware and 	he	re	by 	e	xpre	ssly 	submits 	to 	the pe	rsonal
jurisdiction and venue of such courts for the purposes thereof.59
[¶ 90] If the 2017 THG LLC Agreement’s mandatory venue provision
meant that all claims regarding the 2017 “recapitalization” must be brought
in 	Texas, 	the 	SPA’s 	permissive 	venue 	provision 	would 	be 	rendered
meaningless. See U.S. Polyco, Inc. v. Texas Cent. Bus. Lines Corp., 681 S.W.3d
383, 390 (Tex. 2023) (a court must harmonize and give effect to all the
provisions of a contract by analyzing the provisions with reference to the
whole agreement); Malouf v. State ex rels. Ellis, 694 S.W.3d 712, 718 (Tex.
2024) (when possible, courts construe a text in a way that does not render any
of it meaningless).
[¶ 91] Accordingly, the court concludes that Riverside’s claims arise
out of the SPA, not the 2017 THG LLC Agreement, and therefore the OSDs
did not consent to personal jurisdiction for the purposes of this action via the
LLC Agreement.
59 Def. Suppl. Resp. at Ex. 1 (SPA), § 8.9.

MEMORANDUM O PINION, Page 35
2. 	Waiver
[¶ 92] Finally, 	citing 	to 	the 	court’s 	decision 	in 	Primexx 	Energy
Opportunity Fund, LP v. Primexx Energy Corp., 2025 Tex. Bus. 5, 2025 WL
446345, at *1 (1st Div.), Riverside argues that most of the OSDs waived any
challenge to personal jurisdiction by generally appearing in the Trustee
Litigation.60 However, Primexx is distinguishable and therefore does not
control here.
[¶ 93] Primexx 	involved the 	same 	plaintiffs, the 	same 	defendants
(except one additional defendant), and the same claims arising out of the same
transaction as an earlier action filed in Texas. Id., ¶ 75. The court accordingly
found that the case before it was “essentially a continuation” of the earlier
proceeding and therefore defendants’ 	general appearance in that earlier
proceeding waived their ability to contest personal jurisdiction in the second
proceeding. Id., ¶s 74–77.
[¶ 94] However, the court’s holding 	did not overturn the general
premise “that a foreign defendant [does not] waive[] its right [to] object to
personal jurisdiction, or consent[] to jurisdiction, in Texas by having defended
60 Riverside Resp. at 28–30; Riverside Suppl. Resp. at 22–23.

MEMORANDUM O PINION, Page 36
other lawsuits in Texas.” 	Megadrill Services Ltd. v. Brighouse, 556 S.W.3d
490, 498 (Tex. App.—Houston [14th Dist.] 2018, no pet.).
[¶ 95] The case at bar is not “essentially a continuation” of the Trustee
Litigation. 	The plaintiffs are different (Riverside versus the bankruptcy
trustee), defendants are not all the same, and while many of the claims are
based on the same or similar allegations, there is less overlap than Primexx.
For instance, while both Riverside and the trustee allege THG violated
healthcare laws through the use of medical services organizations (MSOs) and
rural hospital billing schemes, the trustee presented far more additional claims
related to the payment of illegal renumerations, billing schemes, etc.61 And
the claims are different; while Riverside’s claims are rooted primarily in fraud,
the trustee included claims related to breach of fiduciary duties, negligence,
and fraudulent transfers.62
[¶ 96] Finally, the court is persuaded by OSDs’ argument that the
Trustee Litigation arose at least in part out of the THG LLC Agreement.
Unlike this action, that lawsuit involved claims for breach of fiduciary duties
61 Compare Pet. ¶s 57–61 with Defs’ Suppl. Resp. at Ex. 1, ¶s 91, 93–118.
62 Compare Pet. ¶s 83–98 with Defs’ Suppl. Resp. at Ex. 1, ¶s 215–377.

MEMORANDUM O PINION, Page 37
that the LLC Agreement created. So, the THG LLC Agreement’s mandatory
venue provision arguably foreclosed those defendants’ ability to object to
jurisdiction in that case. 	That consideration weighs against finding waiver
here, where the LLC Agreement does not apply.
IV. 	CONCLUSION
[¶ 97] For these reasons, the court previously granted the OSDs’ special
appearances on July 17, 2025.
BILL WHITEHILL
Judge of the Texas Business Court,
First Division
SIGNED: August 19, 2025

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Case Contacts
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